After an exhausting day, General Robert E. Lee settled into a much-needed sleep under an apple tree. It was not long before he awakened to a real-life nightmare. Brigadier General William Nelson Pendleton, who served as the Army of Northern Virginia's chief of artillery, stood over him in a near panic with terrible news. The army's entire rear guard, with 44 pieces of artillery, had just been overwhelmed and gobbled up by Major General George B. McClellan's Army of the Potomac at the Potomac River crossing of Boteler's Ford. "All?" asked Lee. The shaken Pendleton replied, "Yes, General, I fear all."

It was after midnight on September 20, 1862, not much more than 48 hours after the firing ended on the deadliest day of the Civil War, the Battle of Antietam. After that fighting of September 17, the armies eyed each other warily before the Confederates began to slip across the Potomac back into Virginia after dusk on the 18th. The retreat was a gloomy echo of their jubilant crossing into Maryland a couple of weeks before, when high-spirited Rebel soldiers were cheered by the strains of bands playing "Maryland, My Maryland." Cavalrymen posted in the river held torches to light the gloom as the long column of wagons, ambulances, guns and weary foot soldiers splashed across Boteler's Ford on their way into the relative safety of the Old Dominion.

At dawn on September 19, Lee was on horseback in the middle of the river as the last remnants of his army passed him. Major General John G. Walker rode into the Potomac and talked with the commander. Lee asked Walker how many men were left in Maryland, and was assured that all but one battery and the last of the wounded were safely across. "Thank God," Walker heard Lee say. With the army back on Southern soil, Lee had assigned Pendleton to guard Boteler's Ford. Now it looked like disaster had struck.

Boteler's Ford was a mile and a half downstream from Shepherdstown, a town in the part of the Old Dominion that in June 1863 would be carved off as the new Union state of West Virginia. Also called Blackford's Ford and Pack Horse Ford, the spot had been a crossing since colonial times. When the water level was down, the stony shelf of the ford was clearly visible, but according to Confederate artillery officer Lt. Col. Edward Porter Alexander it was "deep and rocky" during the retreat.

The Chesapeake & Ohio Canal paralleled the Potomac on the Maryland side, and the war had been hard on the man-made waterway. The canal's berm had been pierced in numerous places, draining the channel. Rolling hills on that side offered the Yankees abundant sites for their artillery. Heights also dominated the river at that point on the Virginia side, though they were sheerer and posed more of a challenge to the placement of the Rebel guns. On both sides, roads to the ford were in places too narrow for a horse to pass a wagon.

Lee might not have expected the cautious McClellan to pursue him too closely after such vicious fighting, but just the same he knew Boteler's Ford, his vital escape route to Virginia, should be guarded until his army was well out of the area. Perhaps because so many proven officers had been lost on September 17, he chose Pendleton, an officer with little combat experience, to guard the ford.

Pendleton, born in Richmond in 1809, graduated from West Point in 1830, a year after Lee. He spent three years in the Old Army before resigning to become an Episcopal priest, a vocation he continued in addition to his military duties during the Civil War and that led to his nickname "Parson." He taught at the Virginia Military Institute, serving on the faculty with the future "Stonewall," Thomas Jonathan Jackson. At the outbreak of the war, Pendleton commanded the Rockbridge Artillery, taking with him four guns from VMI dubbed "Matthew," "Mark," "Luke" and "John." Valued for his administrative skills, he moved through the ranks from colonel to brigadier general in March 1862 and the command of the artillery of the Army of Northern Virginia.

After the fighting of the 17th, Pendleton had pulled together 44 cannons to form an artillery reserve to protect the vital crossing point on the Potomac. He managed to place 33 of the weapons in positions bearing on the ford, but there were no good firing positions for the remaining 11, so they were sent to the rear to await a possible call to the front. While the number of guns seemed formidable, and included eight Parrott rifles and a long-range Whitworth, Pendleton's hodgepodge of cannons also consisted of several short-range howitzers and a dozen obsolete 6-pounders that would be of little use against longer-range Federal rifled guns. Brigadier Generals Lewis Armistead's and Alexander Lawton's two battered and understrength infantry brigades supported the gunners. Pendleton posted most of the infantry along the riverbank, instructing them to stay concealed and not to fire unnecessarily.

Major General Fitz John Porter's V Corps had been sent to pursue Lee once it was learned that the Confederates had evacuated their lines at Sharpsburg, and Pendleton was still tinkering with his cannon placements when the V Corps vanguard came into sight on the Maryland side of the Potomac on the 19th, at about 8 in the morning. Federal skirmishers quickly filed into the bed of the C&O Canal and began popping away while the Union gunners started wheeling their cannons into place.

Seventy Union cannons eventually began to hammer Pendleton's position, and the salvos drove the Rebel infantry back from positions near the ford and overpowered the Southerners' attempts to return the cannon fire. Some Southern cannonballs did take effect against Battery K, 5th U.S. Artillery, fatally wounding one man and breaking the legs of two of the battery's horses. Pendleton's gunners suffered much more, however. Captain Victor Maurin of the Donaldsonville Artillery, a Louisiana battery, started the day with six guns. He sent three smoothbore guns to the rear due to their short range, along with a 3-inch rifle for which he had no long-range fuses, forcing Maurin to rely only on his two 10-pounder Parrott rifles to answer Porter's bombardment. His battery lost 20 horses during the artillery duel, and a Yankee shell wrecked one of his 6-pounder caissons.

Colonel James Gregory Hodges, serving as commander of Armistead's Brigade, sent Pendleton anxious dispatches as the Union fire grew heavier. "They have opened another battery on us, and are bringing up one more," read one report. Later Hodges passed along a report from Colonel Edward Claxton Edmonds of the 38th Virginia. Edmonds, under fire from "20-odd" enemy guns, warned, "we have not a piece of artillery in position, firing." He added, "There is nothing to prevent the enemy from crossing except the line of sharpshooters on the river."

Edmonds was right. Early in the afternoon, a detachment of the 1st U.S. Sharpshooters under Captain John B. Isler arrived at Boteler's Ford. At about 5:30, Isler received orders to cross the ford and attack the Rebels. His skirmish line was so long and scattered that Isler could only round up 60 of his sharpshooters. They had some difficulty finding the ford, but fortunately they were covered by the 4th Michigan while they slogged through the river. The Confederate gunfire, though brisk, only hit four men during the crossing. The 4th followed Isler's men across the river, and they climbed up the bluff overlooking the ford and set up picket lines.

Pendleton had responded to earlier threats by dispatching several hundred men to bolster the batteries on his left and sending another detachment to strengthen his right. He had never commanded infantry and kept such a hands-off approach that he never even asked his brigade commanders how many men they had. Had he asked, he would have learned that he had about 600 men. Only half of Lawton's Brigade was left after the Maryland fighting, and Lawton himself was wounded. Many of the men still with the brigade lacked weapons. The 9th Virginia of Armistead's Brigade was down to 50 or 60 men. Reinforcing the flanks left Pendleton 300 men to protect Boteler's Ford.

When Pendleton's battery commanders ran low on ammunition and pleaded for him to allow a withdrawal, he ordered them to hold on a bit longer. Dusk was near, and he thought they could soon withdraw quietly under the cover of darkness without tipping off the Yankees to their desperate situation.

An exhausted Confederate gunner, whose battery of smoothbores was pulled back from the range of the Yankees' rifled pieces, had stretched out on the ground to grab some sleep. He awoke to find the woods across the river "ablaze with the fire of heavy guns." Worse, a battery of 20-pounder Parrotts had found their range "in a most uncomfortable manner," and it looked like "a million" Yankee infantrymen were massing to cross the river. His comrades were quickly "mixed in helter skelter race for the road" which was jammed with "men, guns, horses, limber chests without the guns, caissons, officers on horseback and on foot, all in a confused mass and all making the best possible time to....the rear of General Lee's army."

The Confederate infantry near the river broke under the bombardment and the advance of Isler's sharpshooters. Pendleton found out only when he saw some of them speeding by him toward the rear. Just two of his staff officers were present, and he sent one to confirm the tale of disaster at the ford and the other to supervise the withdrawal of the guns. Pendleton found Brig. Gen. Roger A. Pryor, who was commanding the division usually led by Maj. Gen. Richard Anderson, who had been wounded, and told him what had happened. Pryor was reluctant to order his battered division to mount a counterattack in the dark and sent Pendleton to find divisional commander Brig. Gen. John Bell Hood. Pendleton rode on alone, looking for aid from Hood or anyone else with more authority. His desperation and anxiety grew to near panic by the time he located Lee and awakened the commander. The brigadier had not seen a trace of any of his guns for hours, and as far as he knew every one of them had been taken.

As Pendleton disappeared into the gathering night, his officers and men struggled to drag their guns and caissons out of danger. Captain Maurin found the only road out was swept by enemy fire, so he was "obliged to cut across fields and fences...without a guide." One of his Parrott rifles, pulled by exhausted and hungry horses, fell behind and was abandoned in the dark. Maurin sent Lieutenant R.P. Landry to lead the gun to safety, but after much delay he found it blocked by a stretch of impenetrable woods. Hearing the shouts of Yankee soldiers getting nearer, Landry spiked the gun and headed back to join the battery.

Three other Confederate batteries lost guns and caissons, as well as several horses each. Luckily for them, the Union sharpshooters and volunteers who crossed the river were ordered to pull back to the Maryland side. They had been unable to climb the cliffs to the Confederate artillery positions until nearly all of their guns had been removed. Southern gunners managed to save all but four of the 44 guns that General Pendleton thought were lost.

Private memoirs reveal frank anger and irritation toward Pendleton that was smoothed out of the official reports. Mary Anna Jackson, Stonewall's widow, wrote in her memoirs that the news "of this appalling disaster caused Jackson more anxiety than he had ever shown during the war." Lee took it calmly, realizing that there was nothing to be done until dawn, when Jackson could deal with the Yankees. Pendleton recollected he went off to sleep on "a handful of straw, my covering an old overcoat."

Jackson quickly learned of the potentially dire situation. The weakened Army of Northern Virginia was scattered for miles, a painfully large portion of its artillery was reported as captured and Maj. Gen. J.E.B. Stuart's cavalry was miles upriver, making a demonstration against Williamsport, Md. Stonewall wasted no time and about 6:30 a.m. ordered the nearest Confederate infantry unit, Maj. Gen. A.P. Hill's Light Division, to Boteler's Ford.

As the sun rose over their camps in Maryland on the 20th, Union soldiers finished their coffee and fell into line to march across Boteler's Ford again. First, a detachment of infantry took some horses from Battery D, 5th U.S. Artillery, to scoop up the Rebel guns abandoned the day before. It was sweet revenge, as one of the guns had been captured from Battery D at the First Battle of Manassas on July 21, 1861. Brigadier General George Sykes' division of U.S. Regulars followed close behind. The Regular regiments, while tough and reliable, were understrength because many of their companies were still scattered in distant frontier posts. Sykes expected some cavalry to scout the area ahead of him, but orders reached the horsemen so late that they crossed about the same time as the infantry. It was the first in a chain of mistakes that would plague the Federals that day.

The bluecoats headed toward Shepherdstown along a road that ran along a narrow strip of bottomland underneath a tall cliff split by a ravine. The Federals filed past a large abandoned brick building that had once housed a cement mill. A dam across the river had diverted water to power the mill. Also nearby stood three stone limekilns with large arched openings that faced the river. A steep road twisted its way up the ravine to the top of the cliffs.

Major Charles S. Lovell took the 2nd Brigade of Sykes' division to a belt of woods a mile or so from the river and sent out a skirmish line to within what he thought was "30 or 40 paces" from the edge of the woods. They had expected their cavalry to reconnoiter the area, but to their surprise, Lovell's skirmishers spotted enemy troops approaching them. Lovell quickly sent word to Sykes. A short distance upriver, a woman forded the Potomac at Shepherdstown to alert the Union army that a large force of Confederates was marchingto Boteler's Ford. A quick look through a spyglass was enough to confirm her warning.

Meanwhile, other units were crossing the Potomac, including Colonel James Barnes' brigade of Maj. Gen. George W. Morell's division. Among Barnes' regiments was the 118th Pennsylvania, a green regiment that had left Philadelphia for the war only three weeks before, after barely a month of training. The Philadelphia Corn Exchange, a financial market that speculated in agricultural futures, paid for their equipment and a $10 bonus for each man, and the regiment was therefore nicknamed the "Corn Exchange Regiment." During the Battle of Antietam, they had been in the reserve and so had not yet "seen the elephant."

The 118th splashed into the Potomac River with orders to march to Shepherdstown. Despite the cold water, they were in high spirits and laughed when any unfortunate comrades slipped and stumbled into the river. Not knowing that Lovell's pickets had spotted enemy troops, they thought it looked like the Rebs had skedaddled and it would just be an easy day's march. The Pennsylvanians waded ashore, then halted long enough to replace their socks and shoes before being hustled off to take a position atop the cliffs.

Captain Francis A. Donaldson of Company H of the 118th, however, felt uneasy about the circumstances; the lay of the land was all too familiar. On October 21, 1861, Donaldson had been with the 71st Pennsylvania at the Battle of Ball's Bluff. Now he found himself once again with his back to a high cliff overlooking the Potomac, with the Army of Northern Virginia somewhere to the west.

Donaldson had good reason to worry. Lovell's pickets had spotted Hill's Light Division. The brigades of Brig. Gens. Maxcy Gregg and William D. Pender and Colonel Edward L. Thomas were marching out of a cornfield toward the Union pickets. Right behind them were Brig. Gen. James J. Archer's and Colonels James H. Lane's and John M. Brockenbrough's brigades. A veteran of the 33rd North Carolina recalled that the day "was extremely hot, and the sufferings of the men were great."

Pendleton's cannons had moved so far to the rear that no Confederate artillery was in position to support Hill's infantry, and the Yankee guns across the river poured shot and shell into the Confederate ranks with no concern for counterbattery fire. The shellfire was "so accurate that they'd hit a litter carrying off our wounded, or our canteen men, going across a ridge in our rear for water," according to a man of the 18th North Carolina. Hill wrote that his men were unflinching in the face of "the most tremendous fire of artillery I ever saw....It was as if each man felt that the fate of the army was centered in himself."

Porter, seeing the unexpectedly aggressive Confederates sweeping toward his forces, ordered a withdrawal. The Regulars extricated themselves with so little trouble that one of them felt like going back for more. Private Daniel Webster Burke of the 2nd U.S. Infantry was back on the Maryland side when he realized that one abandoned Rebel cannon had not been spiked. He got permission to go back and take care of the gun. Confederate lead tore through the air around him as he forded the river, spiked the cannon and turned back to rejoin his comrades. In 1892 Burke, who had stayed in the Army and had attained the rank of colonel, was awarded the Medal of Honor for his conspicuous bravery that day in 1862.

Among the other bluecoat regiments getting their baptism by fire that day was the 20th Maine Infantry. Ten months later, they would win immortal fame for their crucial stand on Little Round Top at the Battle of Gettysburg. Their second in command, Lt. Col. Joshua Lawrence Chamberlain, rode a borrowed horse partway across the ford to direct reinforcements who were being sent to cover the withdrawal. The ford there was passable, but deep enough that the infantrymen were in danger of being swept off their feet and lost in the current. After the infantry had waded past Chamberlain, a bullet struck his mount. The wounded horse dumped Chamberlain into the river, but the officer dragged himself dripping wet but unhurt to the bank. Chamberlain's regiment performed well during its first time under fire. Despite some initial fear and confusion, only three of his men were wounded; one had accidentally shot himself with his musket.

The 118th Pennsylvania would not get off so easily. They were positioned across a ravine from their compatriots when couriers brought orders for neighboring regiments to retire across the river. The messenger sent to the 118th delivered the orders to a line officer, who relayed them to the colonel. Men from other regiments yelled across a ravine to relay the same orders. When word reached Colonel Charles Mallet Prevost, he spurned the messages, saying: "I do not receive orders in that way. If Colonel Barnes has any message to give me, let his aide come to me."

Prevost's men quickly regretted his cavalier attitude toward the orders. Not only were the rookies facing Hill's veterans, but half the Enfield rifles issued to the 118th had defective mainsprings, and the hammers could not strike hard enough to pop the percussion caps. Some men, dazed by the shock of their first combat, were not even aware that their rifles were not firing and rammed cartridge after cartridge into them. As men gave up and tossed away their useless weapons, others grimly held on and pounded on the hammers with rocks to force them to fire. Officers searched desperately for rifles dropped by the dead or wounded, hoping to find some that still worked.

Colonel Prevost grasped the regimental standard, waving the banner to steady his men and urge them forward. A musket ball slammed into his shoulder and ended the brief rally. Command passed to Lt. Col. James Gwyn. An aide brought new orders to retreat; Gwyn made no pompous objections to their form and heeded them. The intensity of Hill's attack and the inexperience of the regiment began to tell. The 118th fell back to the edge of the cliff and broke up in panic and confusion. Men rushed and tumbled down the steep hillside and streamed into the river as Hill's men reached the edge of the cliff and unleashed their fire at the fleeing Pennsylvanians. A Tar Heel soldier of Pender's Brigade watched "them take the water like ducks." Other Confederates took cover in the cement mill, firing out of the windows. It was the repeat of Ball's Bluff that Donaldson had feared.

Some of the 118th took shelter in the old limekilns near the cement factory. There, they had to dodge not only Rebel fire but also their own artillery. The gunners across the river were cutting the fuses too short, and shells exploded among the men trying to take shelter along the riverbank. Donaldson believed one Union shell alone killed 12 or 15 of their own soldiers, and he watched several of his men rush with a white flag to the Rebel lines to escape the friendly fire.

Crossing the Potomac under combined enemy and friendly fire seemed less dangerous than staying, and most of the Pennsylvanians decided to risk it. Some waded into the water, while others threaded their way across the mill dam, which in places was knee deep in water. Musket balls tore splinters from the slippery planks of the dam as Colonel Prevost was carried across. Many men were shot down before they could get to safety. Lieutenant J. Rudhall White only had time to give thanks to God for reaching the other side when a musket ball fatally struck him.

The 118th began the fight with 737 men. When the fighting died down around 2 p.m., three officers and 60 men had been killed, 101 were wounded and 105 were missing. Their 269 casualties constituted the bulk of the 361 Union men lost during the battle. Hill was satisfied at driving the Yankees back across the Potomac, and made no attempt to follow. Confederate losses numbered 30 dead and 261 wounded.

The Confederates, jubilant with victory, believed the Union cost was even higher. Hill thought that he had seen "the most terrible slaughter that this war has yet witnessed. The broad surface of the Potomac was blue with the floating bodies of our foe."

Some of Prevost's men blamed his stubbornness for the regiment's losses. The wound he received while waving the regiment's flag in the teeth of the enemy attack, however, not only saved Prevost from any official censure but eventually got him a brevet promotion to brigadier general.

The Battle of Shepherdstown was the last bloodshed of the 1862 Maryland campaign. The minor disaster convinced McClellan that caution should be the byword when pursuing Lee's army. His Union forces reoccupied Harpers Ferry but went no farther, and the Federal general seemed content with reports from his signal posts that the Army of Northern Virginia was remaining static.

Lincoln grew even more impatient with McClellan after Lee escaped with no more than the half-hearted attack repulsed at Boteler's Ford. If Pendleton blundered at Boteler's Ford on September 19, and Lee erred in placing him with only two weakened brigades to guard the ford, the chain of Federal mistakes the next day tipped the balance in favor of the South. Confederate newspapers seized the chance to bring a bit of good news to offset the bloody battle on September 17, and disappointment over the failure of the invasion of Maryland. Best of all, Lee's weary soldiers had some time to rest in their camps along Opequon Creek. As Captain John Esten Cooke of Stuart's staff put it, for a time "the enemy had learned their lesson, and were quiet."